X0202 4 2004-08-23 0001032067 MEADE INSTRUMENTS CORP MEAD 0001212407 SCHNEIDER FREDERICK H C/O MEADE INSTRUMENTS CORP. 6001 OAK CANYON IRVINE CA 92618 1 0 0 0 Employee Stock Option (right to buy) 3.06 2004-08-23 4 A 0 5000 0 A 2014-08-24 Common Stock 5000 5000 D Under certain circumstances the Corporation shall have the ability to unilaterally substitute Stock Appreciation Rights ("SARs") paid only in stock with identical terms and conditions as the option substituted and the aggregate difference between the fair market value of the underlying shares and the grant price of the SARs is equivalent to the aggregate difference between the fair market value of the underlying shares and the exercise price of the options. Three year vesting schedule: Options become exercisable in substiantially equal installments on August 23, 2005, 2006 and 2007. Mark D. Peterson, Attorney in Fact 2004-08-25